LLC Operations Primer: Rights and obligations of and dispute resolution for LLC members and managers (Including 1 hour of Ethics)

Thomas P. Owen, Jr
Thomas P. Owen, Jr | Stanely Reuter Thornton & Alford LLC

Thomas P. Owen, Jr., joined Stanley, Reuter, Thornton & Alford, LLC in 2004. He concentrates his practice in providing legal advice and representing business clients - particularly concerning closely held companies - both in transactions and in litigation.

On-Demand: March 28, 2024

2 hour CLE

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Program Summary

Session I - LLC Operations Overview: Powers and duties, corporate veil, voting, transfers, and disputes – Thomas P. Owen, Jr

This program will provide an overview of how LLCs operate with a focus on the roles of and potential disputes involving LLC members and managers. We will initially discuss the structure of LLCs, the roles of members and managers in the LLC, and voting provisions that can help outline those roles. We will further consider provisions that can help resolve disputes between members and/or managers, including the voluntary and involuntary transfer of membership interests. Finally, we will discuss how members and managers can operate to avoid veil piercing and the disregard of the limited liability protections provided by LLCs.

Key topics to be discussed:

  • LLC Structure
  • Powers and Duties of Members and Managers
  • Voting Provisions
  • Dispute Resolution
  • Transfers of Interests
  • Preventing Veil Piercing

Session II - Legal Ethics for LLC Attorneys – Thomas P. Owen, Jr

This CLE will discuss certain legal ethics issues that can arise when representing clients concerning LLC issues. We will initially consider the role of attorneys in advising on LLC matters and who the attorney can and should represent in LLC matters. We will also consider how conflicts of interests may arise and be addressed in the context of an LLC related representation, issues concerning confidentiality and reporting fraud when representing LLCs, and unique legal ethics issues related to charging and collecting attorney fees involving LLCs.

Key topics to be discussed:

  • Role of Attorney in LLC Matters
  • Determining the Client
  • Conflicts of Interest
  • Confidentiality/Reporting Fraud
  • Attorneys’ Fees

Closed-captioning available

Speakers

Thomas-P.-Owen,-Jr._Stanley,-Reuter,-Ross,-Thornton-&-Alford,-LLC_myLawCLEThomas P. Owen, Jr | Stanely Reuter Thornton & Alford LLC

Thomas P. Owen, Jr., joined Stanley, Reuter, Thornton & Alford, LLC in 2004. He concentrates his practice in providing legal advice and representing business clients – particularly concerning closely held companies – both in transactions and in litigation. This includes representing clients in contract negotiations, litigation and arbitration disputes as well as providing advice to clients regarding numerous business matters, including corporate formation and governance, mergers and acquisitions, employment issues, insurance coverage disputes, confidentiality concerns, and trade secret protection.

Prior to joining his firm, Mr. Owen clerked with the Honorable James L. Dennis of the United States Fifth Circuit Court of Appeals. He also graduated summa cum laude and Order of the Coif from Tulane Law School in 2002, where he served as Editor in Chief of the Tulane Law Review.

Mr. Owen has been selected for inclusion in Louisiana Super Lawyers every year since 2013 when he was initially listed as a Rising Star, has been selected for inclusion in The Best Lawyers in America every year since 2016 for Commercial Litigation and has also been selected in the areas of Appellate Practice, Ethics and Professional Responsibility Law, Defendants’ Mass Tort Litigation and Class Actions, and Real Estate Litigation. He has also been named a Top Lawyer by New Orleans Magazine for Legal Malpractice Law in 2018, 2021-2023 and for Appellate Practice in 2019.

Mr. Owen is currently the Bar Examiner for Code I (Property and Family Law) of the Louisiana Bar Exam, is a member of the Board of Advisory Editors of the Tulane Law Review, is a former President of the Tulane Law Review Alumni Association, and has made multiple presentations on the issues of business transactions and litigation, legal ethics, and professionalism, and for the past several years has co-taught a Computer Law class with fellow firm member Bryan Reuter.

Agenda

Session I – LLC Operations Overview: Powers and duties, corporate veil, voting, transfers, and disputes | 12:00pm – 1:00pm

  • LLC Structure | 12:00pm – 12:10pm
  • Powers and Duties of Members and Managers | 12:10pm – 12:20pm
  • Voting Provisions | 12:20pm – 12:30pm
  • Dispute Resolution | 12:30pm – 12:40pm
  • Transfers of Interests | 12:40pm – 12:50pm
  • Preventing Veil Piercing | 12:50pm – 1:00pm

Break | 1:00pm – 1:10pm

Session II – Legal Ethics for LLC Attorneys | 1:10pm – 2:10pm

  • Role of Attorney in LLC Matters | 1:10pm – 1:25pm
  • Determining the Client | 1:25pm – 1:40pm
  • Conflicts of Interest | 1:40pm – 1:50pm
  • Confidentiality/Reporting Fraud | 1:50pm – 2:00pm
  • Attorneys’ Fees | 2:00pm – 2:10pm

Credits

Alaska

Approved for CLE Credits
1 General, 1 Ethics

Our programs are CLE-eligible through Alaska's recognition of multi-jurisdictional reciprocity.
Alabama

Pending CLE Approval
1 General, 1 Ethics

Arkansas

Approved for CLE Credits
1 General, 1 Ethics

Our programs are CLE-eligible through Arkansas's recognition of multi-jurisdictional reciprocity.
Arizona

Approved for CLE Credits
1 General, 1 Ethics

California

Approved for CLE Credits
1 General, 1 Ethics

Colorado

Pending CLE Approval
1 General, 1 Ethics

Connecticut

Approved for CLE Credits
1 General, 1 Ethics

District of Columbia

No MCLE Required
1 General Hour, 1 Ethics Hour

Delaware

Pending CLE Approval
1 General, 1 Ethics

Florida

Reciprocity
1 General, 1 Ethics

Attorneys receive CLE credit in FL via reciprocity.
Georgia

Approved for CLE Credits
1 General, 1 Ethics

Hawaii

Approved for CLE Credits
1 General, 1 Ethics

Iowa

Pending CLE Approval
1 General, 1 Ethics

Idaho

Pending CLE Approval
1 General, 1 Ethics

Illinois

Approved for CLE Credits
1 General, 1 Ethics

Indiana

Approved for CLE Credits
1 General, 1 Ethics

Kansas

Pending CLE Approval
1 General, 1 Ethics

Kentucky

Pending CLE Approval
1 General, 1 Ethics

Louisiana

Pending CLE Approval
1 General, 1 Ethics

Massachusetts

No MCLE Required
1 General Hour, 1 Ethics Hour

Maryland

No MCLE Required
1 General Hour, 1 Ethics Hour

Maine

Pending CLE Approval
1 General, 1 Ethics

Ethics credits can ONLY be earned through Live-Webcast programs, the Maine Board of Bar Examiners does not approve Ethics through On-Demand sessions.
Michigan

No MCLE Required
1 General Hour, 1 Ethics Hour

Minnesota

Approved for CLE Credits
1 General, 1 Ethics

Missouri

Approved for CLE Credits
1.2 General, 1.2 Ethics

Mississippi

Pending CLE Approval
1 General, 1 Ethics

Montana

Approved for CLE Credits
1 General, 1 Ethics

North Carolina

Pending CLE Approval
1 General, 1 Ethics

Nebraska

Pending CLE Approval
1 General, 1 Ethics

myLawCLE reports attendance to Nebraska on each attorney's behalf for all programs. Please do not self-report.
New Hampshire

Approved for CLE Credits
1 General, 1 Ethics

As of July 1, 2014, the NHMCLE Board no longer provides pre- or post-approval of courses. Attendees must self-determine whether a program is eligible for credit, and self-report their attendance online at www.nhbar.org, based on qualification provisions of Rule 53.
New Jersey

Approved for CLE Credits
1.2 General, 1.2 Ethics

Our programs are CLE-eligible through New Jersey's recognition of multi-jurisdictional reciprocity, except for the courses required under BCLE Reg. 201:2
New Mexico

Approved for CLE Credits
1 General, 1 Ethics

Nevada

Pending CLE Approval
1 General, 1 Ethics

New York

Approved for CLE Credits
1.2 General, 1.2 Ethics

Our programs are CLE-eligible through New York’s Approved Jurisdiction Group “A”.
Ohio

Approved for Self-Study Credits
1 General, 1 Professional Conduct

Oklahoma

Pending CLE Approval
1 General, 1 Ethics

Oregon

Pending CLE Approval
1 General, 1 Ethics

Pennsylvania

Approved for CLE Credits
1 General, 1 Ethics

Rhode Island

Approved for CLE Credits
1 General, 1 Ethics

South Carolina

Approved for Self-Study Credits
1 General, 1 Ethics

South Dakota

No MCLE Required
1 General Hour, 1 Ethics Hour

Tennessee

Approved for CLE Credits
1 General, 1 Dual

Texas

Approved for CLE Credits
1 General, 1 Ethics

Utah

Pending CLE Approval
1 General, 1 Ethics

Virginia

Not Eligible
1 General Hour Hours, 1 Ethics Hour Hours

Vermont

Approved for CLE Credits
1 General, 1 Ethics

Washington

Approved via Attorney Submission
1 Law and Legal, 1 Ethics

Eligible for CLE credit. Attorneys must self-apply to the Washington Bar for CLE course attendance credit. myLawCLE will proactively supply Washington attorneys with the self-application package.
Wisconsin

Approved for CLE Credits
2 General

Ethics credits can ONLY be earned through Live-Webcast programs, the Wisconsin Board of Bar Examiners does not approve Ethics through On-Demand sessions.
West Virginia

Pending CLE Approval
1 General, 1 Ethics

Wyoming

Approved for Self-Study Credits
1 General, 1 Ethics

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